


Bubbly 10

by Ira94



Category: Ben 10 Series
Genre: Age Difference, Alternate Universe, Child Abandonment, Cousin Incest, F/M, First Kiss, First Time, Futa on Male, Gwen becomes Ben's new mother, Mommy Kink, No Aliens, Size Difference, dickgirl, no Omnitrix, ssbbw, sumo
Language: English
Status: In-Progress
Published: 2019-09-04
Updated: 2019-09-04
Packaged: 2020-10-06 21:13:31
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings, No Archive Warnings Apply
Chapters: 1
Words: 7,204
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20513573
Author URL: https://archiveofourown.org/users/Ira94/pseuds/Ira94
Summary: An AU of Ben 10 where Ben lives a normal life.After his parents abandoned him, his cousin Gwen decides to take it upon herself and become Ben's new mother instead of being his cousin. Though, she had to gain a lot of weight to play the motherly role.





	Bubbly 10

It was a rainy night in the city of Bellwood, thunder rumbled and lightning flashed as the camera moved from the city to a simple house, where a family of three live in. The camera stops at the upstairs window and zooms inside to reveal a young 10 year old girl, with short orange hair held by a blue hair clip and green eyes and wore a blue raglan shirt with a cat logo on her chest, white capris and a pair of white shoes with dark blue stripes. Her name is Gwen Tennyson.

The young girl was silently reading her book, not minding the sound of thunder or rain, that is until she suddenly hears the sound of knocking downstairs. "Huh? Who could that be at this time?" She said before closing her book and walked out of her room.

When she was halfway down the stairs, she saw her mother opening the door, and suddenly saw not just her grandpa Max but standing beside him was a young boy around 8 years old, wearing a white shirt with a black stripe running down, brown pants with black and white shows. His hair was short and a chocolate brown color and had the same green eyes she has. That boy was her cousin, Ben Tennyson, but what caught her attention was a large suitcase by her grandfather and her worry, saw tears running down his eyes.

"Can we come in? There's a lot that I need to tell you two about." Max said with a serious tone matching the look on his face.

**(A few minutes later)**

Ben was seen sleeping in the guest room, with Gwen peaking through the door, with the voices of her parents and grandfather in the living room. She recalled him explaining what had happened, her aunt and uncle had just abandoned Ben, right out of the blue and left the poor boy devastated!

She never would've imagined her aunt and uncle would do something like that, especially both her parents. When they asked her to take him to the guest room, she did so without hesitation and stood by Ben's side as he tried to keep his tears from falling.

"Oh Ben you don't deserve this, no 8-year-old does," Gwen whispered while closing the door. "I just hope Grandpa Max and my parents can figure out what we should do now."

She walks downstairs and peaks around the corner to see what the adults are talking about and hoping they have a solution to help her baby cousin out.

"I'm telling you son, that's what happened the moment I arrived, both Carl and Sandra just flat out kicked Ben out of the house and shut the door behind him!" Max explained seething over what his son and daughter-in-law had just did when he got there.

"And they didn't say anything when you talked to them?" Frank asked feeling just as angry as his father. Never in his life would he ever picture his own brother, kicking his son out in the cold rain, with nothing but the clothes on his back and a suitcase.

"Believe me I tried, they kept giving me the cold shoulder till I just decided to take Ben, and bring him over to you." Max finished with a huff.

Natalie was wiping her tears away and blowing her nose, she was very heartbroken when she saw her nephew in tears, and very upset that his parents would do something so heinous to him. "Isn't there something we can do for him? He has nowhere to go, and we're the only family he has left." She asked.

Just before Max could say anything, is when Gwen suddenly came out of the corner. "I'll take him in!" She declared with a determined expression.

The adults looked at the young girl in shock at her declaration.

"Gwen, what are you talking about?" Frank asked his daughter.

"I mean I'll take care of Ben so that way we won't have to worry about him being alone, I know I can do it because I'm way more mature for my age, you all know this as well," Gwen explained.

"While that is true on all points dear you're still only 10 years old there's no way that's legally possible," Natalie said to her daughter.

"Actually that's not a pretty bad idea," Max said rubbing his chin while making the other two adults look at him in shock.

"It's not?!" They exclaim in union.

"Think about it for a second, we've seen how close those two are when they were little, Ben would practically follow Gwen wherever she went like a little duckling with a mother, plus she also seemed to take care of him even if they were minor things. Natalie, you remember that one promise Ben made when he was like 4 years old?" Max asked.

That's when her eyes slowly widen, remembering that promise years ago. "That he would want Gwen as a mommy." She said in realization.

"But that was just a promise. He didn't even know what he was saying, he was too young at that time." Frank countered.

"Even so, that's something that hasn't left me in years," Gwen said while walking over to her parents. "I know we're cousins, but for the longest time when we were together, I actually saw him more like my son than a cousin. I really wanna be there for him, especially after what happened today. And unlike Carl and Sandra, I won't ever leave him. Never!"

Her parents gave each other looks while Max just nodded and smiled proudly at his Granddaughter for stepping to take a big responsibility like this. Frank sighed heavily before looking at his daughter in the eyes and speaking.

"Are you absolutely sure you want to do this Gwen? We can try to think of another solution if you want."

"I'm sure dad, I want to take care of Ben more than ever and I know I can do it," Gwen said in complete seriousness and maturity.

"Well then I guess that settles it then, Gwen will be the one to take care of Ben," Natalie said with a smile at her only child, proud that she is will to go so far for her cousin.

As the adults were discussing on how to help Gwen with her plans on adopting Ben, the young girl herself went into the guest room and stood by Ben's side, she saw a tear escaping from his closed eye and heard a silent sob. Gwen reached down and tenderly wipes away the tear and placed her hand on his cheek. She gave a loving and motherly smile before leaning forward and placing a kiss on his forehead.

"Don't worry Ben. Mommy will always be there for you, from now on." She said quietly to him and gently rubbed his cheek.

"...Mommy."

* * *

**(Two years later) **

Two years had passed since that fateful night Ben had been abandoned by his parents those two years seen picked up by his grandfather and brought to his aunt and uncle's house, Gwen had made it her sole priority to look after her cousin; by taking him into her care. There have been ups and downs, as well as some hiccups, but the young girl was very mature for her age and was able to look after Ben in those two years, however, the time has definitely made some changes to her.

It was a hot summer day in Bellwood as well as a Saturday morning, meaning no school for three whole months which meant everyone can enjoy themselves in the hot summer day.

In a lone two story house away from the town, which was a rather decent sized house, with some white paint on the walls, red brick underneath the front deck with a veranda and a large swing big enough for two people, a garage and a grey colored SUV parked in front of the garage door. The camera zooms past through a window which showed the living room with a very large couch, a large screen TV and fireplace, and hanging on the walls were various pictures of both Ben and Gwen with their grandfather and Gwen's parents.

Speaking of Gwen, the camera moves across the living room and showed an open door with the sound of keyboard typing. It zooms over to the room and revealed Gwen Tennyson herself, however, she looked very different than she did in the pictures. Her once thin frame was replaced by huge fatty rolls of flesh, her blue cat shirt was being stretched by her huge belly which was exposed at the bottom of her shirt, along with her belly button. Her pants looked like they could barely contain her huge thunder thighs and massive ass cheeks, both her legs and arms were like fleshy trunks while the cat image on her shirt was being stretched by her massive triple Z-Cup breasts and her face looked pudgy and gained a second chin.

Over the past two years Gwen had gained weight, and a sudden growth spurt that made her grow big, big enough to pass as an adult. She was working on her computer, teaching an online class as she became a teacher due to her I.Q. and was given a good enough salary for her teachings. On the desk were some pictures of both her and Ben, while she appears to be smiling, Ben however only had a saddened and somewhat angry look on his face.

"Ok, that should be it, be sure to study hard class and have a wonderful summer break," Gwen said through her headset to her class as they logged off while she did the same. She sighs and takes the headset off and stretches her body, which caused her breasts to lightly bounce, and her rolls to quiver. "Glad that's done and over with."

She looked over at the pictures of both her and Ben, she grabbed one that had both of them sitting side by side on a stool with a water fountain behind them. She sighs while stroking the picture slowly, then she heard the sound of footsteps coming out of her room and saw Ben coming into view.

"Morning sleepy head." She said while giving him a warm smile, but he only mumbled instead. "What was that? I didn't hear you."

Ben sighs through his nose and turns to his large cousin. "...Morning, Gwen." He said before walking over to the kitchen.

She sighs before getting off her chair, and followed the gloomy boy into the kitchen and saw him getting himself some waffles. "Ben, you know we discussed this time and again, you know you can call me mom instead." She said with her arms crossed under her bust.

"Well it's still weird for me to call you mom since you're still technically my cousin," Ben said sitting down at the table and began to drown his waffles in syrup.

"I know that but it still doesn't hurt you to try and at least call me that every once in a while instead of not at all," Gwen said, walking into the kitchen and filling her own plate up with food. "I know it's a big change for you as it is for me but it doesn't have to feel weird for us if we don't want it to be ya know?"

Ben only looks at her when she sat next to him, and simply returned to eating his food. Gwen sighs and then began to eat her own food in silence. It has been a rough two years for them, two cousins suddenly becoming mother and son was not a very common thing, but nonetheless it happened, and true to her word Gwen started raising Ben as her son in her family's house, until their grandfather managed to find them a decent enough house for them. And because of her size and appearance, Gwen had to actually gain a lot of weight to help her grow and look more of an adult. She did all she could to help him get back on his feet, though, it was a long road for Ben to recover the disownment from his former parents.

After they finished eating both Gwen and Ben were seen in the living room, watching some TV together, though Ben was a few inches away from Gwen still feeling weirded out about his cousin being his mother.

Gwen looks over at him and frowned a little. So she reached over and pulls Ben closer to her, and placed him against her belly. This only made Ben look up at her with a blush on his face, from feeling her bare skin from her shirt.

"Gwen, what gives?" Ben whines slightly.

"I wanna be close to you silly, is that so wrong for a mother to be close to her son?" Gwen says in a mocking pouty tone.

"Well no, bu-" Ben started but stopped when she started giggling.

"Oh it is so easy to tease you, sweetie," Gwen laughed while Ben just pouted which she thought was adorable.

"Whatever," Ben mumbles before going back to watching TV, and subconsciously moved a little closer to her.

Gwen felt him snuggle closer to her which brought a small smile, and placed her hand on his head, which he didn't even shrug it off and ran her fingers through his hair. "After this, we'll be going out for a bit, ok? I'll try and grab you something on the way home." She said while still rubbing his head.

"... Alright." He said ever so lowly, but loudly enough for her to hear.

Eventually, both Gwen and Ben were seen getting inside the SUV, with Gwen wearing a different set of clothes. She wore a white shirt underneath a buttoned-up dark blue dress, which was barely able to hold onto her girth, a pair of blue jeans and small heeled shoes. Ben just wore his casual clothing as they got in the car. When Gwen buckled herself up, she looked at the mirror above her to see Ben looking out the window, and softly sighed to herself before driving off.

After spending a few hours in the city, doing some shopping, going to other places, even the arcades and going out to eat, Gwen was able to get a smile or two and a peal of laughter out of Ben a few times, but she could tell they were almost hollow. Right now, they were in the kitchen with Gwen preparing dinner while Ben still has the same gloomy look he had this morning. Having had enough of this, she decided to bring this out in the open and ask him what's bothering him.

"Ben...are you gonna tell me what's bothering you?" Gwen asked as her son looked up at her.

"Nothing is wrong with me Gwen," Ben said in a near hollow voice making the young mother frown. "So just drop it okay."

"I'm not stupid Ben I can tell something is wrong with you and I will not just drop it until you tell me what it is," Gwen said with a more firm tone in her voice and with her eyes more narrowed.

This suddenly made Ben slam his hands on the table and shot up. "Nothing's wrong with me, SO STOP TRYING TO ACT LIKE YOU'RE MY MOM!" He exclaimed before running out of the kitchen.

Gwen remained standing there, eyes widen and frozen over the fact that Ben raised his voice at her. This wasn't the first time they've gotten into some fights, but none of them had Ben telling her to not act like his mother. She knew that he was still feeling the sting of betrayal from his parents and the fact that he kept it up bottled inside for so long, was becoming too much.

Ben was seen outside sulking on an outdoor swing on the veranda, arms crossed and leaning against the cushion after getting into a fight with his mother.

"You know, you didn't need to give me that kind of attitude Ben."

He turned to his left and saw Gwen, giving him a semi-stern gaze.

"If you just tell me what's wrong I can try to help you out," Gwen said with a soft soothing voice.

Ben looked away with the faintest of blushes, he wouldn't admit it out loud but his cousin did look pretty and he's happy that she cares for him so much since his parents up and left him without warning and reason. But he's still trying to come to terms with what happened and Gwen being his new 'mother' is another factor he needs to come to terms with.

"It's just... The fact that my own parents left me two years ago is one thing, but the fact that you being my mother is another thing!" He said before turning away. "I'm still really angry about all that."

"And how exactly is me being your mother a bad thing?" She asked while walking closer to him. "You know both my parents and grandpa Max agreed to let me take you in after grandpa said he'd help us financially buy this house, and all of this, helped me become what I am now!" She gestures to her large and fatty body which made her grow to be as big as an adult, and despite being so fat, she's still capable of doing things she used to do before gaining that much weight and helped her look more like an adult. "I mean, I had to sacrifice the things I usually do, I had to stop going to school, I had to get a driver's license, pay the bills for our home, get an online job to provide money for us and keep a roof over our heads."

"Y-You being my new mom isn't the problem Cuz," Ben said blushing more brightly as Gwen stood in front of him.

"Then what is it?" Gwen asked crossing her arms under her massive chest.

"I just want to know why my parents left me as they did and not knowing why they did it has been eating at me all this time," Ben confessed looking down at his feet.

Gwen gained a saddened expression on her face from hearing what Ben said. Even she was wondering just what went through her aunt and uncle's heads when they left Ben, she'd never felt so angry at them in all her life, when he was born a year or two before her, she took an instant liking to him as a baby. Even though they were at each other's throats on a daily basis, she still cares for him deeply.

"Trust me Ben, if I had the answer to that question I would've told you. But still you didn't need to give me so much grief and attitude about it, so stop being such a baby and get over yourself!" She said before stretching her arms out to him. "Now come to mommy."

Ben looks over his shoulder at her for a second before he gained a somber expression and fully turns to her. Then he gets off the swing and walks over to her and was easily picked up by her, due to her being as big as an adult. Gwen held Ben in her arms and close to her bust and gazed deeply into his eyes. "I promise you this, I won't ever leave you like those two did, so no matter what I'll always be here for you." She said with a gentle and loving motherly smile while rubbing his hair.

He begins to tear up a bit but buries his face into her chest so she couldn't see him cry.

"It's okay to cry Ben, I won't think any less of you if you do," Gwen said caringly.

That did it the dam broke for Ben and he began to sob in his cousin now mother's chest while Gwen held him close to her and said soothing loving words to calm him down. She then turns around, walks to the front door and opens it, while carrying her weeping son, and closed the door behind her.

Once inside the house Gwen was sitting on the couch, still holding onto Ben was he was still weeping from having to hold all that pent up frustration from being abandoned by his former parents, dinner can easily wait, right now she wants to tend to her little boy now after his breakdown.

She then had an idea, one that she hopes would calm him down. She gently pulls him off her much to his confusion, pulls her shirt upward which exposed her fatty body and her blue bra. She unhooked it and allows it to fall off and exposing her nipples to Ben, much to his surprise as he blushed at the site of his mother's nipples.

Then she grabs him again and pulls him close to her frame while putting her shirt back one with him underneath it and poking his head through the opening and being so close to Gwen.

"You like being this close to mommy Ben?" Gwen asked with an impish smile.

"I-It's alright I-I guess," Ben said with an embarrassed blush on his face. "B-But why?"

"Don't think I haven't noticed you checking me out from time to time Ben, I've seen you looking at my breasts and my butt when you think I'm not looking," Gwen said with a knowing smirk.

This made Ben blush when he realized he was caught red-handed.

"So be honest with me son, do you like my sexy fat body that much even though I'm your mother?" Gwen asked into his ear with a teasing purr making the young boy shudder.

"I...I...I...yeah." He said with a rather cute squeak.

Gwen grins at his blushing face and leans closer to him. "That's all mommy wanted to hear." She said before capturing him in a kiss which took his breath away.

Ben could only sit there shell shocked, his cousin no his mother is full on kissing him on the mouth and for some reason he's enjoying it! Gwen's tongue rolled all over her son's tongue, tenderly caressing it and holding him close to her body, while running her fingers through his hair.

Ben moaned at the actions and couldn't help but sink his hands into her massive bust while kissing her back and grinding his crotch against her belly. Gwen giggled into the kiss at her child's eager actions before breaking the kiss, making the boy whine a bit.

"Now, now Ben no need to push ourselves, we have all day and possibly all night to do this so don't tire yourself out to fast okay?" Gwen said with a giggle.

"S-Sorry," Ben said before his mom kissed him on the head.

"Don't worry I'll teach you how things should go in the bedroom so that way both you and your partner can be pleasured equally," Gwen said with a smile.

Ben's eyes widened when he looked down and suddenly saw a tent forming in his pants, pushing against Gwen's flesh.

"Uh...I'm...sorry...mom." Ben said with a low voice and blushing face.

"There's no need to be sorry. It's perfectly normal for a boy your age to feel that way." She said before getting off the couch and easily held him against her like a pouch thanks to her shirt pushing him against her. "Let's take this to our room." She turned and walked over to the stairs leading to their bedroom, when she entered their room she closed the door, locked it and closed the curtains before sitting down on their bed.

Then she pulls her shirt completely off and placed Ben on their bed, and brought her left nipple at him. "Now why don't you have a drink of mommy's milk to get some energy back sweetie?" Gwen said motherly.

Ben blushed so redly he would make a strawberry green with envy but he obeyed and latched onto the plump nipple and began to suck on it like a newborn baby. Gwen moaned and cooed at the action while rubbing her hand through Ben's hair affectionately.

"That's it Ben baby suck on your mommy's tit just like that," Gwen cooed in pleasure.

Ben could taste the milk that flowed from the teat and into his mouth, it was so smooth and creamy, unlike regular milk he had with cereal. It was warm and yet cool as well, perfectly balanced. The young boy moaned as he wrapped his arms around Gwen's body and buries his face into her breast.

Gwen smiled as she looked down on Ben, feeling very happy that her cousin now turned son, had accepted her as his new mother.

About damn time he did.

These last two years they've been together ever since his parents had left him, had been hard on them, more so on Ben. He resented them for abandoning him and she did everything she could to try and make him feel happy, but there've been some fights between them here and there, she was worried that he might not even accept her as his new mother.

'_But I'm glad he did._' She thought with a tear of joy falling from her eyes. '_My baby. My precious baby boy, mama will never leave you unlike those two. I'll always be here for you._'

Ben noticed this and lifted his head up from his mom's tit. "Mom, are you okay? Your crying, did I do something wrong?"

Gwen chuckled before wiping her tear and speaking. "No Ben baby you did nothing wrong and these aren't tears of sadness but tears of joy. I'm just happy you accepted me as your mother after all this time." She wrapped her arms around him and brought him into a hug, which made him end up in between her bust. "I know I can never replace your real mother, but I promise you that I'll be even better than she ever could." Gwen said while rubbing the back of his head.

Ben's eyes went wide when he heard her words, recalling the number of times that he's been giving her so much trouble and holding onto that anger for so long, he wouldn't even call her his mom and only by her name. Tears were slowly falling from his eyes again and buries his face in the fatty rolls of her neck.

"I'm sorry mom! I'm so sorry for being such an idiot!"

"It's okay baby I don't blame you," Gwen said soothingly while holding him close to her large body. "That's all in the past because now it'll be just us making a better future, okay?"

Ben looked up at his mother still teary eyes but with a smile on his face. "O-Okay mom."

Gwen smiles and kisses him again, which he accepted it this time and was pinned underneath her, while she took her pants and panties off, leaving her completely naked. They both moaned together as both mother and son made out with each other on the bed. As they made out, something underneath Gwen's lower body began to stir and grow. When they broke for air Gwen giggles and then backs away from her son, when Ben slowly sat up his eyes went wide and his heart almost leapt out of his chest when he saw something he's never thought was possible.

There before him was a pair of huge balls, easily bigger than his body and a large hard on cock, pulsating before him.

"M-M-Mom...w-w-what in the...?"

"My cock baby, I'm a dick girl so I can enjoy the pleasures of both woman and man," Gwen said, giggling at her son's reaction. "You wanna get a closer look? Don't worry it won't bite."

Ben's heart was like an engine at this point, in all his time growing up with Gwen before becoming his mother, he'd never would've imagined her with a cock of her own. He took a big gulp while his face was atomic red, and slowly made his way over to his mother.

"That's it baby, come to mommy."

Ben looks at the towering meat rod and can't help but be amazed by the sheer size of it. It seemed to be about 20 inches long and had a 4 inches in diameter and her balls were so big and full of cum, possibly the size of large prize-winning cantaloupes if he had to guess.

"H-How are y-you so b-big mom?" Ben asked in amazement.

"It's about 20 inches long and 4 inches in diameter, that makes me the only one with the biggest cock out of every man around." Gwen grinned while rubbing her hard on.

"C-Can I touch it?" Ben asked hesitantly.

"Of course you can baby," Gwen said with a giggle.

Ben slowly reached out for the large rod before him, hand shaking at the thought of touching another cock that's not his own, especially with how mammoth it is. When his hand touched the surface, it felt hard yet slightly pleasant and warm to the touch. Ben's heart nearly skipped a tick when he felt his mother's dick and placed his other hand on it.

Gwen smiles when she felt her son's hands slowly rubbing her rod, they felt surprisingly soft to her which sent shivers down her spine.

"Am I doing okay mommy?" Ben asked shyly while stroking his mother's cock awkwardly.

"Mmm yes Ben baby you're doing just fine keep it up," Gwen cooed at her son.

Ben then ran his hands downward to the base of his mother's cock and then sliding back up again, Gwen sighs as her son was rubbing her dick with his hands which felt delicate to her hard on. "Rub my balls next, baby." She said.

Ben looked down at those huge orbs under her and took a deep breath, before sliding his hands downward and on her balls. Gwen moaned at the contact loudly and Ben got a bit more confidence and began to rub them some more with one hand while stroking her meat rod with the other. Gwen began to play with both her breasts to add extra pleasure to what her son was giving her.

"I-Is this good, mommy?" He asked when he heard her moaning.

"Aw, yes, baby. Your hands feel so good." Gwen sighs while rolling her mounds in her hands and pinching her nipples.

Ben was happy he could make his mother feel good so he started to speed up his movements on his stroking and rubbing on Gwen's cock. This sudden action caused her to moan out loud as precum began to dribble out of her tip which Ben noticed and was curious about.

"Mommy, what's that stuff coming out of your cock?" Ben asked in childlike curiosity.

'Damn it he's so fucking cute! If I didn't have any self-control I'd say fuck everything and pound him all night long!' Gwen thought pervertedlly before answering her son. "That's called precum sweetie when you make mommy's cock feel good that starts to come out letting you know you're doing a good job at pleasing me."

Ben looks at the pre leaking out of Gwen's cock, suddenly he leans forward and gave the tip a tender lick, which made Gwen lightly gasped when she felt his tongue on the head and tasted her pre.

He pulls his tongue back before licking around his lips, the pre tasted salty and a little tangy, but strangely enough it tasted rather sweet.

Gwen looks down at Ben who then stared back at her. "Go ahead sweetie. Lick your mommy's cock." She told him.

Ben was all too happy to comply and started to lick all around his mother's cock like it was a popsicle on a hot summer day. Gwen moan louder and louder in volume as a stream of pre began to drizzle out of her tip and onto her cock and her son's head and occasionally his face but the boy paid no mind as he was to engrossed in worshiping his mother's meaty rod.

"Oh god, Benny, lick it. Lick all over your mommy's cock!" Gwen moaned feeling shivers racing through her body. '_If this is what mom and dad did before having me, then I'm so glad I looked into this without them knowing. Just never would've imagined I'd get a blowjob from my own son!_'

Ben engulfed Gwen's cock in his mouth, rolling his tongue all over the head and tasting the pre that was oozing out like a leaking dam. And as he was sucking her off, he felt his pants getting tight and groaned in pain before pulling away from Gwen.

Gwen looks down in confusion when she felt Ben leaving her dick, and saw him holding the front of his pants. "Ben, what's wrong honey?" She asked.

"I feel...I feel really weird, mama. M-My thing's getting all tight." Ben said while feeling his pants getting tighter.

Gwen looked down and noticed that her son's pants were getting tight from his hardon, she was so engrossed in getting her own pleasure she forgot to take care of her son. What kind of mother is she?

"Awww I'm sorry baby, mommy forgot to make sure you get some pleasure too," Gwen said with a teasing smile while the boy just blushed. "Come here and let mommy make it up to you for not taking care of you."

She started by grabbing his white and black shirt off, and then helps him remove his pants with the underwear coming last. Ben let out a much needed sigh of relief and saw his own cock fully harden and free from its prison. Sadly, his was tiny compared to Gwen's which it was about 8 to 9 inches long.

Ben suddenly frowned at this and attempted to cover himself, while Gwen grabbed his hands.

"Honey what's wrong?" She asked when she saw him covering himself.

"I-It's just so...small compared to yours, mama." He said while feeling disheartened that he couldn't compare to his mother.

"Oh don't worry baby you're still young and have a lot of growing to do," Gwen soothed while grabbing her son's cock in her hand, making him gasp at the contact. "Besides mommy thinks it cute." And she begins to stoke it up and down like he did for her.

Ben moaned when he felt her pumping his cock in her hand, Gwen smirks when she saw a tint of red appearing on his face and leans closer, and she latched onto his left nipple. Ben gasped when he felt Gwen latching onto his left nipple, and moaned when her tongue was rolling all over the nub, then felt her other hand grasping his ass cheek and giving it a firm squeeze. "M-Mommy! Don't stop!" Ben moaned out in pleasure while panting cutely.

Gwen giggled silently to herself, finding his panting very cute and rolled his ass cheek in her hand while pumping his cock even faster. '_Oh, sweetie. I can't wait to fuck you senseless._'

She then pumped his cock harder and faster in her hand, while gently gnawing on his nipple, which made him gasp. Gwen purred around his nipple before pulling away from the teat and then latching on the other one.

Ben was a moaning mess as he had never felt this type of pleasure before and what Gwen, no, his mother was doing to him was making him feel things he'd never thought were possible. Gwen had finally pulled away from his nipple and removes her hand, which earned her a small whine from Ben.

"Why'd you stop, mom? It…. It felt really good right there." He said with a small pout.

Gwen only grinned at his cute expression. "Trust me honey, what I'm about to do, will make you feel even better than what I was doing." She said before scooping him up and putting him on their bed. She then walked over to her desk and pulls out a lotion bottle, she then started lubing it all over the head of her cock and walked back over to him. "Are you ready for mommy to make you feel good, baby?"

Ben looked at her hard on with a pounding heart, and blushed from the idea of his mother, ramming her girth into him. "I'm….I'm a little...nervous, mom. H-How can I even fit something like that into me?" Ben questioned her.

Gwen gave him a gentle smile before reaching over and placing a kiss on his head. "It'll only hurt since it's your first time, but I promise you, it'll feel good afterward." She said before gently pushing him down. She slowly spreads his legs apart, exposing his cute little ass for her. "Ready? Just take a deep breath, honey."

Ben slowly nods and inhales deeply, then he flinched when he felt his mother pushing her cock inside his ass, the head was stretching his little hole so wide like she was forcing a tree in his ass, he wrapped his arms around her when she leaned forward to comfort him. "Mommy, it hurts! It hurts!" He cried out into her fatty rolls.

"Shh, it'll be ok sweetie. Just focus on mommy and not the pain." Gwen said while rubbing his head, '_Oh god, he's so fucking tight!_'

After what felt like forever, Gwen finally buried her rod inside Ben, feeling him squeezing around her dick like a vice. "You did well sweetie, mommy's proud of you, for being her big man." Gwen smiled while rubbing his back, feeling proud that he held out, regardless of the pain.

"M-M-Mommy….you're….so big!" Ben gasped.

"And you're so tight, sweetie!" Gwen moaned to how tight her son's ass was, even before gaining so much weight and becoming his mother, she would at times have wet dreams about shoving her cock right up his ass, and now it seems her dream had finally came true.

"Oh, if I knew this would feel so much good, I would have done this sooner!" She said and slowly started moving her hips.

Ben hugged Gwen as much as he could, due to her larger size and fatty rolls, her cock was painfully stretching his insides out but the pain was slowly going away. This was completely new to him, never would he ever imagine he do something naughty things like this before, much less with his cousin now turned mother.

The warmth of her fat body provided him comfort, to help ease the pain away as he was now becoming more relaxed to her cock.

"Ah, m-mommy... I...I feel really strange." Ben said while rubbing his mother's plump belly in his palms and burying his face in her flesh

"That just means you're starting to feel good sweetie." grunted Gwen while reaching down to grab his ass and squeezed it.

"Ah!" Ben gasped when he felt his ass cheek getting squeezed.

"And mommy's about to make you feel good even more so~" Gwen purred before thrusting with a little more speed which rocked both the bed and Ben under her.

"Ahh!" moaned Ben out feeling the dick push in deeper while making the bulge in his stomach expand.

Gwen pulls herself up just enough to see Ben's face, his face was slowly turning into one of bliss, his eyes slightly becoming glossy and his face gaining a healthy shade of pink, which made him look even cuter, especially with the way he moaned under her.

"How's mommy's penis feel?"

"It...it feels so hot, and...and good."

"And it's going to make you feel every better." She said with a grin before running her hands on his small frame, moving them on his nipples and teasing them with her fingers, while speeding her thrusts which made the bulge under his skin stretch even more.

"Ahhh!" Ben yelped when he felt his mother hammering her cock inside him, scrambling him completely and making him grip her fatty rolls in his hands. "Mommy, mommy!"

"Just relax sweetie. Let mommy's love help wash away any problems you have, and forget everything." Gwen said before bending down as much as she could and captured her son in a kiss.

Ben moaned and felt Gwen's tongue snake inside and lick against his own making him moan louder.

Ben wrapped his arms around Gwen as best as he could, his mind was becoming cloudy from his mother thrusting her cock inside his ass and felt himself melting under her touch. It wasn't until Gwen felt her cock twitching violently, and knew exactly what was coming.

"I'm gonna cum right inside your tight ass!" Gwen said after breaking the kiss.

She gave a few more thrusts until she exploded inside him. Both mother and son moaned together in unison, as Ben squirted his own seed on himself and his mother, while feeling Gwen's seed filling him up.

"AHHHHH!" Ben felt his eyes rolling to the back of his head, his belly was bloated from so much sperm his mother injected in him, he looked like he swallowed a very large pumpkin.

Gwen smiled as her dick twitched and shot rope after rope of smelly cum into the tight hole. After a few more minutes went by, she finally stopped and slowly pulls her cock out of Ben, while watching his ass closing itself after her dick was free and then collapsed beside him. Both panted with Ben's legs twitching. Gwen reached over and pulled Ben into her arms, letting the young boy snuggle into her massive breasts, while running her fingers through his hair.

"How did that feel?" She asked him.

"...It...felt...good." Ben said through her breasts, while feeling sore from losing his virginity for the first time.

This made Gwen smile and placed a kiss on his head. "I'm glad."

After that they had a quick shower to clean themselves off, then went back into the dining room where dinner was left after Ben's little breakdown, they didn't even bother to put their clothes back on, and just ate their food completely naked while Ben sat closer to Gwen. Once they had finished their dinner, both Ben and Gwen were now back in their room, with Gwen laying on the bed and her son laying on top of her fat from and his face in between her breasts. He rubbed her body while relaxing and felt his dick rub against her belly.

"Mama?" Ben said while looking up from her breasts.

"Yes, sweetie?" Gwen asked while rubbing his back.

"...You think...we can do this again?"

"Of course sweetie, anytime you want."

This made Ben smile at her answer and then snuggles into her breasts while slowly falling asleep.

Gwen quietly chuckles before running her fingers through his hair. "I promise you Ben, I won't ever abandon you like those two did. Mommy will never leave you alone, ever." She told him before falling asleep herself.

"...Mommy."

**To Be Continued.**


End file.
